Decree No. 153/2020/ND-CP on the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds to the international market

DECREE
Regulations on the issuance and trading of individual corporate bonds in the domestic market and the issuance of corporate bonds to international markets

   Pursuant to the Law on Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

   Pursuant to the Securities Law dated November 26, 2019;

   Pursuant to the Enterprise Law dated June 17, 2020;

   At the proposal of the Minister of Finance;

    The Government promulgates this Decree regulating the issuance and trading of individual corporate bonds within the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds to international markets.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Decree regulates the issuance and trading of individual corporate bonds within the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds to international markets.

2. This Decree does not regulate the public offering and trading of corporate bonds in the domestic market as provided for in the Securities Law No. 54/2019/QH14.

Article 2. Applicability

1. An enterprise issuing bonds is a joint-stock company or limited liability company established and operating under Vietnamese law.

2. Agencies, organizations, and individuals related to the activities of issuing and trading corporate bonds.

Article 3. Application of relevant laws

1. Enterprises operating in the securities, banking, and lottery sectors must comply with the provisions of this Decree and implement the specialized laws. In case there is a difference between the provisions of the specialized laws and those of this Decree, the provisions of the specialized laws shall be implemented.

2. Public-Private Partnership (PPP) project enterprises issuing bonds must comply with the provisions of this Decree and implement the laws on investment through the PPP model. In case there is a difference between the provisions of the laws on investment through the PPP model and those of this Decree, the provisions of the laws on investment through the PPP model shall be implemented.

3. For enterprises issuing bonds to international markets, in addition to complying with the provisions of this Decree, they must also comply with the provisions of Government Decree No. 219/2013/NĐ-CP dated December 26, 2013 on the management of foreign borrowing and repayment by enterprises not guaranteed by the Government, guiding documents, and any amendments, supplements, or replacements thereof. In case there is a difference between the provisions of the laws on the management of foreign borrowing and repayment by enterprises and those of this Decree, the provisions of the laws on the management of foreign borrowing and repayment by enterprises shall be implemented.

4. For state-owned enterprises, in addition to complying with the provisions of this Decree, they must also comply with the regulations on capital raising limits, authority to raise capital, and purposes of capital raising as stipulated in the laws on the management and use of state capital invested in production and business at enterprises and the Enterprise Law.

Any violations of the issuance and trading of corporate bonds as prescribed in this Decree by related organizations and individuals shall be subject to administrative penalties according to the regulations on administrative penalties in the securities and stock market sector and other relevant laws.

Article 4. Definitions

In addition to the terms defined in the Securities Law No. 54/2019/QH14, in this Decree, the following terms are understood as follows:

1. "Corporate bond" is a type of security with a term of one year or more issued by an enterprise, confirming the lawful rights and interests of the holder in relation to a portion of the enterprise's debt.

2. "Green corporate bond" is a corporate bond issued for investment in projects in the environmental protection field or projects that bring environmental benefits as prescribed by environmental protection laws.

3. "Convertible bond" is a type of bond issued by a joint-stock company that can be converted into ordinary shares of the same issuer under conditions and terms specified in the bond issuance plan.

5. "Bond with warrant" is a type of bond issued by a joint-stock company together with a warrant, allowing the holder of the warrant to purchase a certain number of ordinary shares of the issuer under conditions and terms specified in the bond issuance plan.

6. "Qualified auditing organization" is an organization approved to audit financial reports of entities with public interest according to the Law on Independent Auditing for non-public companies; or an auditing organization approved according to Clause 22, Article 4 of the Securities Law No. 54/2019/QH14 for public companies, securities companies, and fund management companies.

8. "Bond swap" is the act of issuing bonds to swap for bonds currently circulating of the same issuer at the same time to restructure the debt portfolio.

9. "Early redemption of bonds" is the act of an enterprise redeeming bonds it has issued before their maturity date.

10. "Date of bond issuance" is the date confirming the issuer's debt obligation for the bond. Bonds in a single issuance have the same issuance date.

11. "Date of completion of the bond issuance round" is the date when the issuing enterprise completes the distribution of bonds and receives payment for the purchase of bonds from investors.

1. Enterprises issue bonds on the principle of self-borrowing, self-repayment, self-responsibility for the effectiveness of capital utilization, and ensuring debt repayment capability.

3. For green bond issuance, in addition to the provisions of Clause 1 and Clause 2 of this Article, the capital raised from bond issuance must be accounted for, managed, and tracked separately, and disbursed for projects in the environmental protection sector or projects that bring environmental benefits according to the approved issuance plan.

Article 6. Conditions and Basic Terms of Bonds

1. Term of Bonds: determined by the issuing enterprise for each issuance round based on the enterprise's capital usage needs.

2. Issuance Volume: determined by the issuing enterprise for each issuance round based on the enterprise's capital usage needs.

3. Currency of Issuance and Payment of Bonds

a) For bonds issued in the domestic market, the currency of issuance, interest, and principal payments is the Vietnamese Dong.

b) For bonds issued in the international market, the currency of issuance, interest, and principal payments is foreign currency as prescribed in the issuance market and must comply with foreign exchange management regulations.

4. Par Value of Bonds

b) For bonds issued in the international market, the par value is implemented according to the regulations of the issuance market.

5. Form of Bonds

a) Bonds may be offered in the form of certificates, book-entry records, or electronic data.

b) The issuing enterprise decides the specific form of bonds for each issuance round according to the regulations of the issuance market.

6. Nominal Interest Rate of Bonds

a) The nominal interest rate of bonds can be determined according to one of the following methods: fixed interest rate for the entire term of the bond; floating interest rate; or a combination of fixed and floating interest rates.

b) In case the nominal interest rate is a floating interest rate or a combination of fixed and floating interest rates, the issuing enterprise must specify the reference basis for determining the nominal interest rate in the issuance plan and disclose this information to bond investors.

c) The issuing enterprise determines the nominal interest rate for each issuance round in accordance with the financial situation and debt repayment capacity. The interest rate of bonds issued by credit institutions, in addition to complying with the provisions of this Decree, must also conform to the interest rate regulations of the State Bank of Vietnam.

7. Type of Bonds is decided by the enterprise in accordance with the law.

8. Method of Interest and Principal Payments of Bonds is decided by the issuing enterprise based on capital usage needs and market practices to disclose to investors before offering bonds.

1. The issuer enterprise may repurchase early or exchange bonds with bondholders to reduce debt, restructure bond debt. Specifically, for the early repurchase of bonds issued on the international market, when implemented, it must comply with the foreign exchange management regulations of the State Bank of Vietnam. Bonds are canceled after being repurchased.

2. Organizations and individuals authorized to approve or consent to the issuance plan of bonds are also the authorities authorized to approve or consent to the plan of early repurchasing bonds or exchanging bonds.

Chapter II
ISSUING BONDS IN THE DOMESTIC MARKET

Section 1
ISSUING BONDS

1. Object purchasing bonds

a) For non-convertible bonds without attached warrants: the object purchasing bonds is a professional securities investor as defined by securities laws.

b) For convertible bonds and bonds with attached warrants: the object purchasing bonds is a professional securities investor, strategic investor, where the number of strategic investors must ensure that there are fewer than 100 investors.

c) The organization responsible for identifying professional securities investors and documentation for identifying professional securities investors shall be carried out in accordance with the provisions of the Decree detailing the implementation of certain articles of the Securities Law.

2. Responsibilities of bond purchasers

a) Accessing all contents of information disclosed by the issuing enterprise; understanding the conditions and terms of the bonds and other commitments of the issuing enterprise before deciding to purchase and trade bonds.

b) Self-assessing, bearing full responsibility for their investment decisions, and bearing any risks arising from investment and trading in bonds. The State does not guarantee that the issuing enterprise will fully and timely pay interest and principal of the bonds upon maturity and other rights to bond purchasers.

c) Understanding and complying with the regulations on the objects of bond purchasers, the purchase and trading of individual corporate bonds as stipulated in this Decree and related laws.

3. Benefits of bond purchasers

a) Being provided with complete information disclosure by the issuing enterprise according to the provisions of this Decree; having the right to access the offering documents when requested.

b) Being paid full and timely interest and principal of the bonds upon maturity, implementing accompanying rights (if any) according to the conditions and terms of the bonds and agreements with the issuing enterprise.

c) Using bonds for transfer, lending, giving, inheritance, discounting; using bonds as collateral in civil relations and commercial relations according to the provisions of the law.

Article 9. Conditions for issuing bonds

1. For issuing non-convertible bonds without attached warrants (excluding the issuance of bonds by securities companies and fund management companies that are not public companies), enterprises must meet the following conditions:

a) It is a joint-stock company or limited liability company established and operating under Vietnamese law.

b) Having fully paid both principal and interest of previously issued bonds or fully paid due debts for three consecutive years prior to the bond issuance (if applicable); except in cases of issuing bonds to financial organizations selected as creditors.

c) Meeting the financial safety ratios and operational safety guarantees as prescribed by specialized laws.

d) Having a bond issuance plan approved and consented to in accordance with Article 13 of this Decree.

đ) Having an audited annual financial report of the preceding year by an auditing organization meeting the conditions stipulated in this Decree.

e) The participants in the offering round as stipulated in point a, Clause 1, Article 8 of this Decree.

2. For issuing non-convertible bonds without attached warrants by securities companies and fund management companies that are not public companies: enterprises must meet the conditions prescribed in points a, c, d, đ, and e of Clause 1 of this Article.

3. For issuing convertible bonds or bonds with attached warrants:

a) The issuing enterprise is a joint-stock company.

b) The participants in the offering round as stipulated in point b, Clause 1, Article 8 of this Decree.

c) Meeting the conditions for issuing bonds as stipulated in points b, c, d, and đ of Clause 1 of this Article.

d) Separate individual offerings of convertible bonds or separate individual offerings of bonds with attached warrants must be at least six months apart from the completion date of the most recent offering.

đ) The conversion of bonds into shares and the exercise of warrants must comply with the regulations on the ownership ratio of foreign investors as prescribed by law.

Article 10. Conditions for Issuing Bonds in Multiple Tranches

1. Enterprises issuing bonds in multiple tranches must meet the following conditions:

a) The issuance conditions stipulated in Article 9 of this Decree;

b) There is a need to raise capital in multiple tranches consistent with the approved purpose of issuing bonds as provided for in Clause 2, Article 13 of this Decree;

c) There is a bond issuance plan specifying in detail the volume, timing, and capital usage plan for each issuance tranche.

Article 11. Bond Issuance Process

1. For non-convertible bond issuance without attached warrants of public companies and non-public companies; convertible bond issuance and bond issuance with attached warrants of non-public companies (excluding securities companies and investment fund management companies):

a) The enterprise prepares the bond issuance documentation in accordance with Article 12 of this Decree.

b) The enterprise discloses pre-issuance information in accordance with Article 19 of this Decree.

d) The issuer registers and custodies the bonds in accordance with Article 15 of this Decree.

2. For convertible bond issuance and bond issuance with attached warrants of public companies; convertible bond issuance and bond issuance with attached warrants of securities companies and investment fund management companies:

a) The enterprise prepares the bond issuance documentation in accordance with Article 12 of this Decree.

b) The enterprise submits one set of bond issuance documentation as specified in point a of this clause to the State Securities Commission. Within ten days from the date of receipt of a complete and valid application, the State Securities Commission approves in writing; in case of rejection, the State Securities Commission responds in writing and provides reasons.

c) After approval by the State Securities Commission, the enterprise discloses pre-issuance information and organizes the issuance of bonds in accordance with points b and c of Clause 1 of this Article. Proceeds from the issuance must be transferred into a blocked account opened at a bank or foreign bank branch. The opening and use of a blocked account follow the regulations on the issuance, sale, and public tender purchase of securities as stipulated in the Detailed Regulation Decree implementing certain provisions of the Securities Law.

d) Within ten days from the completion of the issuance, the enterprise reports the issuance results using the form attached as Appendix III to this Decree, accompanied by confirmation from the bank or foreign bank branch where the blocked account is opened regarding the proceeds received, to the State Securities Commission. Within three working days from the date of receiving a complete report on the issuance results, the State Securities Commission notifies the issuer and simultaneously posts on its electronic information website that it has received the report on the issuance results.

đ) After the State Securities Commission announces receipt of the issuance result report, the issuer can release the proceeds from the issuance.

e) The issuer registers and custodies the bonds.

3. The enterprise pays interest and principal on the bonds and implements the information disclosure regime as provided for in Section 3 and Section 4 of Chapter II of this Decree.

Article 12. Issuance Prospectus

1. The bond issuer shall be responsible for preparing the issuance prospectus to serve the issuance, trading, and payment of interest and principal on bonds.

a) The issuance plan for bonds as stipulated in Clause 1, Article 13 of this Decree;

b) Information disclosure documents regarding the issuance of bonds as prescribed in this Decree and guidelines issued by the Ministry of Finance;

c) Contracts signed between the issuer and organizations providing services related to the bond issuance round, including:

- Contracts signed with consulting organizations regarding the issuance prospectus, except when the bond issuer is a securities company permitted to provide securities issuance prospectus advisory services under securities laws;

- Contracts signed with organizations conducting auctions, providing guarantees, and acting as agents for bond issuance in accordance with the bond issuance methods stipulated in Article 14 of this Decree, excluding cases where banks sell bonds directly to investors;

- Contracts signed with organizations registering and custodizing bonds;

- Contracts signed with representatives of bondholders as prescribed by securities laws (if applicable) to monitor the implementation of commitments by the issuer;

- Contracts signed with asset management agencies for secured bonds (if applicable);

- Contracts signed with other organizations related to the issuance round (if applicable).

d) The audited financial statements of the preceding year of the issuance year;

đ) Credit rating results from credit rating organizations concerning the issuer and the type of bond being issued (if applicable);

e) Approval decision on the bond issuance plan by the competent authority;

g) Approval document from the competent state management agency according to specialized laws (if applicable);

h) Documents proving compliance with financial safety ratios and security ratios in operations under specialized laws;

i) For the issuance of convertible bonds and bonds with attached warrants of public companies, securities companies, and investment fund management companies, in addition to the documents specified in points a, b, c, đ, e, and g of this clause, the issuance prospectus also includes:

- Registration documents for the issuance according to Model I appended to this Decree;

- Copies of the Decision of the Shareholders' Meeting/Board of Directors approving the issuance prospectus;

- The issuer's commitment not to violate cross-shareholding regulations under the Enterprise Law at the time of converting bonds into shares and when exercising warrant rights;

- Confirmation documents from banks or foreign bank branches regarding the establishment of blocked accounts to receive funds from the purchase of convertible bonds and bonds with attached warrants in the issuance round;

a) Documents on projects or plans for using capital in multiple rounds;

b) Updates on the issuance and use of capital from previous issuance rounds according to the bond issuance plan;

c) Updates on the financial situation of the issuer if the subsequent issuance round is more than six months apart from the previous issuance round, or if it occurs in a different fiscal year from the previous issuance round.

a) In cases where the issuer issues bonds within ninety days from the end of the annual accounting period without having the audited financial statements of the preceding year of the issuance year, or without having the audited consolidated financial statements of the preceding year of the issuance year, the issuer uses the semi-annual financial report and the most recent monthly or quarterly financial report after the semi-annual financial report of the preceding fiscal year, which has been reviewed or audited by a qualified auditing organization. Within twenty days from the date of the audit results of the annual financial report, the issuer must disclose information to bondholders.

b) In cases where the issuer is a parent company issuing bonds, the financial statements in the issuance prospectus include the audited consolidated financial statements of the preceding year of the issuance year and the audited financial statements of the parent company of the preceding year of the issuance year. If within ninety days from the end of the annual accounting period, the issuer does not have the audited financial statements of the preceding year of the issuance year, or does not have the audited consolidated financial statements of the preceding year of the issuance year, then the provisions of point a of this clause apply.

Article 13. Bond issuance plan and authority to approve and consent to the issuance plan

a) Information about the issuing enterprise (name of the enterprise, type of enterprise, headquarters, Business Registration Certificate or Business Operation Registration Certificate or equivalent license according to the provisions of the law);

b) Purpose of bond issuance including specific information on investment programs and projects; production and business activities requiring additional capital; sources of capital structured (specifically each debt or equity component structured, value of each debt or equity component structured). For credit organizations and securities companies, the purpose of bond issuance includes increasing Tier 2 capital or lending, investing, or using for purposes as prescribed by specialized laws.

c) Documents proving compliance with each condition for offering bonds as stipulated in Articles 9 and 10 of this Decree; specifically regarding the condition stipulated in point b, Clause 1, Article 9 of this Decree, the enterprise must have a commitment letter confirming compliance with this condition;

d) Conditions and terms of the bonds to be offered, for multiple offerings, the number of offerings, quantity offered in each offering, and the time of each offering must be forecasted;

đ) Plan to convert bonds into shares for cases of offering convertible bonds (conditions, term, ratio or method of calculating conversion price, compliance with regulations on foreign investor ownership ratio according to the law, other terms);

e) Plan to exercise rights of warrant for cases of offering bonds accompanied by warrants (conditions for exercising rights, term, ratio, price or method of calculating price, compliance with regulations on foreign investor ownership ratio according to the law, other terms);

g) Conditions and terms regarding early redemption of bonds, exchange of bonds (if applicable);

h) Some financial indicators of the enterprise in the three consecutive years prior to the issuance year and changes after issuance (if any), including:

- Shareholders' equity;

- Debt-to-equity ratio;

- Bond debt/shareholders' equity;

- Loss/profit (in case of loss, specify the loss in the fiscal year and cumulative loss);

- Post-tax profit margin on shareholders' equity.

i) Situation of interest and principal payments for issued bonds or due debts in the three consecutive years before the bond offering period (if any);

k) Audit opinion on the financial report or review opinion of the auditor on the financial report;

l) Method of issuing bonds;

m) Plan for using funds raised from bond issuance;

n) Plan for arranging sources and method of paying interest and principal of bonds;

0) Commitment of the issuing enterprise to disclose information;

p) Other commitments to investors purchasing bonds (if any);

q) Terms regarding registration and custody of bonds;

r) Terms regarding bond trading as stipulated in Article 0 of this Decree;

s) Rights and responsibilities of investors purchasing bonds;

t) Rights and responsibilities of the issuing enterprise;

u) Responsibilities and obligations of each organization or individual providing services related to bond issuance;

v) Criteria for selecting strategic investors and list of strategic investors for convertible bond issuance and bond issuance accompanied by warrants.

2. Authority to approve and consent to the bond issuance plan:

a) For joint-stock companies:

- The plan for individual issuance of convertible bonds and individual issuance of bonds accompanied by warrants must be approved by the General Meeting of Shareholders. Voting to pass the Resolution approving the issuance plan shall be carried out in accordance with the provisions of the Enterprise Law.

- The plan for non-convertible bond issuance without accompanying warrants is approved by the competent authority according to the Company's Charter. In cases where the Company's Charter does not provide otherwise, the Board of Directors has the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the nearest meeting; the report must include the offering documents and files.

b) For limited liability companies, the authority to approve the bond issuance plan is the Board of Members or the Chairman of the company or the owner of the company according to the Company's Charter.

c) For state-owned enterprises, in addition to the approval authority as stipulated in points a and b of this clause, they must comply with the regulations on capital raising limits and decision-making authority for capital raising according to the laws on managing and using state capital for production and business operations in enterprises and enterprise laws.

d) For enterprises in conditional business sectors, in addition to the approval authority for the bond issuance plan as stipulated in points a, b, and c of this clause, the authority to consent to the bond issuance plan according to the specialized laws (if any).

1. Corporate bonds shall be issued through the following methods:

a) Auction issuance: this method involves selecting investors who meet the conditions to win the auction and purchase corporate bonds that satisfy the requirements of the issuing corporation.

b) Guarantee issuance: this method involves selling corporate bonds to investors through a guarantee issuer organization or a combined guarantee issuer organization.

c) Agency issuance: this method involves the issuing corporation authorizing another organization to sell corporate bonds to investors.

d) Direct sale to bond investors for corporations that are financial institutions.

2. The issuing corporation decides on the issuance method and announces it to bond investors.

3. Organizations conducting auctions, guarantees, and agency issuance of corporate bonds include securities companies, financial institutions, and other financial entities permitted to provide auction, guarantee, and agency issuance services under the law.

a) Auction, guarantee, agency issuance organizations, and issuing corporations must sign a service provision contract clearly stating the rights and responsibilities of each party. The content of the service provision contract includes the responsibility of the auction, guarantee, and agency issuance organizations to fully and accurately disclose information to investors according to the approved corporate bond issuance plan and only sell bonds to investors meeting the conditions specified in Clause 1, Article 8 of this Decree.

b) In cases where auction, guarantee, and agency issuance organizations commit to repurchasing corporate bonds from investors, they must sign a contract with the investors (specifying the conditions and terms for repurchasing bonds) and comply with the relevant laws when implementing these commitments.

4. Consulting organizations for bond offering documents are securities companies permitted to provide consulting services for securities offering documents under securities laws. When providing services, consulting organizations are responsible for reviewing compliance with the conditions and offering document requirements stipulated in this Decree and securities laws, and bear responsibility for their review.

Section 2
REGISTRATION, DEPOSITORY, AND TRADING OF BONDS

1. Corporations issuing individual bonds must register and deposit bonds within the following timeframes:

a) Five working days from the date the Securities Commission notifies receipt of the report on the results of individual convertible bond offerings, individual warrant-attached bond offerings of public companies, securities companies, and investment fund management companies.

b) Five working days from the completion of the offering period for individual corporate bonds in cases not covered by point a of this clause.

2. At any given time, each corporate bond code may only be registered and deposited at one registration and depository organization.

1. Individual corporate bonds can only be traded between professional securities investors, except in cases implemented pursuant to court judgments, decisions of the Court that have taken legal effect, arbitration decisions, or inheritance as provided by law.

2. Convertible bonds and warrant-attached bonds are subject to transfer restrictions as stipulated in point c, Clause 1, Article 31 of the Securities Law No. 54/2019/QH14. After the restricted transfer period, convertible bonds and warrant-attached bonds can only be traded between investors as specified in point b, Clause 1 of this Decree, except in cases implemented pursuant to court judgments, decisions of the Court that have taken legal effect, arbitration decisions, or inheritance as provided by law.

3. When transferring ownership of bonds, the registration and depository organization must comply with the provisions of Clauses 1 and 2 of this Article.

4. The Ministry of Finance will guide the trading of individual corporate bonds at the Stock Exchange in accordance with this Article, in line with market development.

Section 3
INTEREST PAYMENTS AND PRINCIPAL REPAYMENTS ON BONDS

Article 17. Payment of interest and principal on bonds

1. The issuing enterprise shall arrange sources to repay bond interest and principal from legitimate capital of the enterprise and make full and timely payments to investors according to the terms and conditions of the bonds.

2. For bonds secured by assets, when the issuing enterprise is unable to repay bond interest and principal, the secured asset will be processed to fulfill the secured obligation of the bond in accordance with the provisions of the law on secured transactions.

3. For bonds with payment guarantees, when the issuing enterprise is unable to repay bond interest and principal, the payment guarantor organization shall be responsible for fulfilling the payment guarantee obligation for the issuing enterprise according to the payment guarantee commitment between the payment guarantor organization and the issuing enterprise stated in the bond issuance plan and publicly disclosed to investors.

Section 4
INFORMATION DISCLOSURE

Article 18. Principles of information disclosure

1. The enterprise issuing bonds shall have the responsibility to fully and promptly disclose information to investors; the information must be clear as prescribed by this Decree and the guidance of the Ministry of Finance. The issuing enterprise shall bear legal responsibility for the content and accuracy and truthfulness of the disclosed information.

2. Information disclosure before offering bonds shall not contain promotional, solicitation content, and shall not be disseminated through mass media, except where information disclosure is made in accordance with the law on information disclosure in the securities market.

3. Publicly traded companies issuing bonds shall disclose information in accordance with the provisions of this Decree and the law on information disclosure in the securities market.

Article 19. Disclosure of information prior to the bond issuance period of the enterprise

a) The content of the pre-offering information disclosure shall be carried out in accordance with the guidance of the Ministry of Finance.

b) Specifically, for the issuance of green bonds, in addition to the information disclosure content prescribed in point a of this clause, the issuing enterprise must disclose information about the accounting, management, and disbursement of funds from the issuance of green bonds in accordance with Clause 3, Article 5 of this Decree.

c) The enterprise's submission of the content of the information disclosure to the Stock Exchange is solely for the purpose of the Stock Exchange performing its responsibilities as stipulated in Article 32 of this Decree, without implying that the Stock Exchange confirms and guarantees the bond issuance of the enterprise.

2. For enterprises issuing bonds in multiple tranches:

a) For the first tranche issuance, the information disclosure shall be carried out in accordance with the provisions of Clause 1 of this Article.

b) For subsequent tranches, in addition to the information disclosure as prescribed in point a of this clause, within one working day before each bond issuance tranche, the enterprise shall provide additional information disclosure to registered investors purchasing the bonds, while submitting to the Stock Exchange. The content of the additional information disclosure shall be in accordance with points b and c of Clause 3, Article 12 of this Decree.

3. The Stock Exchange shall accept the content of the pre-offering information disclosure as prescribed in Clauses 1 and 2 of this Article to compile and report on the situation of corporate bond issuance in accordance with Article 33 of this Decree.

Article 20. Disclosure of Information on Bond Issuance Results

2. The Stock Exchange shall accept the disclosure content on bond issuance results as stipulated in Clause 1 of this Article for consolidation and disclosure on the dedicated page for corporate bonds in accordance with Clause 2 of Article 32 of this Decree, and report on the situation of corporate bond issuance as stipulated in Article 33 of this Decree.

Article 21. Periodic Disclosure

1. Every six months and annually during the fiscal year until the maturity date of the bonds, the issuing enterprise shall send periodic disclosure content to bondholders and the Stock Exchange.

a) Within sixty days from the end of the first half of the fiscal year, the enterprise shall carry out the six-month periodic disclosure.

b) Within ninety days from the end of the fiscal year, the enterprise shall carry out the annual periodic disclosure.

a) The audited or reviewed (if available) semi-annual financial statements and annual financial statements of the bond-issuing enterprise; un-audited and un-reviewed semi-annual financial statements and annual financial statements must be confirmed by the General Shareholders' Meeting, the Board of Directors, the Board of Members, or the Company Chairman.

b) The situation regarding interest and principal payments on the bonds.

c) Report on the use of funds raised from bond issuance.

d) For green bonds, in addition to the contents prescribed in points a and b of this clause, the issuing enterprise must prepare an annual report on accounting, managing, and using funds raised from bond issuance with the review opinion of an auditing organization; progress report on disbursement, implementation of projects, and environmental impact assessment report.

3. The Stock Exchange shall accept the periodic disclosure content of the bond-issuing enterprise for consolidation and disclosure on the dedicated page for corporate bonds in accordance with Clause 2 of Article 32 of this Decree, and report on the situation of corporate bond issuance as stipulated in Article 33 of this Decree.

1. Within twenty-four hours from the occurrence of any of the following events, the bond-issuing enterprise must make unusual disclosures to bondholders and submit the disclosure content to the Stock Exchange:

a) Being temporarily suspended from part or all business operations, being suspended from operation, or having the Business Registration Certificate or Business License or equivalent permit revoked according to the law; when there is a Decision on restructuring or converting the enterprise;

b) There is a change in information content compared to the information disclosed at the time of bond issuance that affects the ability to pay bond interest and principal.

2. The Stock Exchange shall accept the disclosure content as stipulated in Clause 1 of this Article to implement the reporting system on the situation of corporate bond issuance as stipulated in Article 33 of this Decree.

Article 23. Disclosure of information by enterprises regarding convertible bonds, warrant-linked bonds, early redemption of bonds, and bond swaps

1. Within five working days from the date of completing the conversion of bonds into shares or the exercise date of warrants, the issuing enterprise shall be responsible for submitting the disclosure content to the Stock Exchange.

2. For early redemption of bonds and bond swaps:

a) Ten days prior to the date of early redemption of bonds or bond swaps, the issuing enterprise must disclose information to bondholders about the early redemption and swap, including: the method of organizing the redemption and swap; conditions and terms of the redemption and swap; the volume of bonds to be redeemed and swapped according to the issuance plan approved by the competent authority.

b) Within ten days from the completion date of early redemption of bonds or bond swaps, the issuing enterprise shall be responsible for reporting to the approving agency and simultaneously submit the disclosure content to the Stock Exchange.

3. The disclosure content specified in Clause 1 and Clause 2 of this Article shall be implemented in accordance with the guidance of the Ministry of Finance.

4. The Stock Exchange shall accept the disclosure content as prescribed in Clause 1, Clause 2, and Clause 3 of this Article to compile and publish information on the dedicated page for corporate bonds as stipulated in Clause 2 of Article 32 of this Decree and report on the situation of corporate bond issuance as prescribed in Article 33 of this Decree.

Chapter III
ISSUING BONDS TO THE INTERNATIONAL MARKET

Section 1
ISSUING BONDS

Article 24. Principles for issuing bonds to the international market

1. Enterprises issuing bonds to the international market (either privately or publicly) must comply with the provisions of this Decree and meet the issuance conditions as prescribed by the issuing market.

2. Transactions involving corporate bonds issued to the international market shall be carried out in accordance with the regulations of the issuing market.

Article 25. Conditions for issuing bonds to the international market

1. For non-convertible bonds without attached warrants:

a) The issuing enterprise must be a joint-stock company or a limited liability company established and operating under Vietnamese law;

b) The issuance plan for bonds to the international market must be approved and accepted by the competent authority as prescribed in Article 28 of this Decree;

c) Meet the financial safety ratio and operational safety guarantee ratio as prescribed by specialized laws;

d) Comply with the regulations on foreign borrowing and repayment management for enterprises not guaranteed by the Government and foreign exchange management laws;

đ) Issuance conditions as prescribed by the issuing market.

2. For convertible bonds or warrant-linked bonds:

a) The issuing enterprise must be a joint-stock company meeting the issuance conditions stipulated in Clause 1 of this Article;

b) The conversion of bonds into shares and the exercise of rights attached to warrants must comply with the regulations on the ownership ratio of foreign investors as prescribed by law;

c) Issuance campaigns for convertible bonds and warrant-linked bonds must be at least six months apart from the completion date of the most recent issuance campaign.

Article 26. Procedure for Issuing Bonds to International Markets

1. For issuing bonds to international markets by companies that are not public companies:

a) The enterprise prepares the issuance documentation in accordance with Article 27 of this Decree and organizes the issuance at the issuance market.

b) The issuer implements information disclosure in accordance with Articles 29, 30, and 31 of this Decree and the regulations of the issuance market.

2. For issuing bonds to international markets by public companies, securities companies, and investment fund management companies:

a) The enterprise prepares the issuance documentation in accordance with Article 27 of this Decree and submits it to the State Securities Commission. Within ten days from the date of receipt of complete and valid documentation, the State Securities Commission approves in writing; in case of rejection, the State Securities Commission replies in writing and specifies the reasons.

b) After approval by the State Securities Commission, the enterprise discloses information before issuance in accordance with Article 29 of this Decree and conducts bond issuance in accordance with the regulations of the issuance market.

c) Within ten days from the completion of the issuance round, the enterprise reports the issuance results on the form attached as Appendix IV to this Decree to the State Securities Commission.

3. The enterprise pays the principal and interest of the bonds and implements information disclosure in accordance with the regulations of the issuance market and Section 2 Chapter III of this Decree.

Article 27. Documentation for Issuing Bonds to International Markets

1. The issuer has the responsibility to prepare issuance documentation to serve the issuance, trading, and payment of interest and principal of the bonds.

2. The issuance prospectus includes the following basic documents:

a) The issuance plan approved by the competent authority,

b) Certificate confirming the foreign currency securities issuance account at a credit institution permitted under the regulations of the State Bank of Vietnam,

c) Document of the State Bank of Vietnam confirming the annual issuance limit within the total foreign trade loan limit of the country,

d) Decision approving the issuance plan of the bonds by the competent authority,

đ) Financial statements prepared according to international accounting standards if required by the issuance market,

e) Registration documentation for issuance with the competent authority in the issuance market or legal opinion of an international law firm regarding the enterprise's exemption from registration with the local authority when issuing bonds,

g) For issuing bonds to international markets by public companies, securities companies, and investment fund management companies, in addition to the documents specified in points a, b, c, d, and đ of this clause, the issuance documentation also includes:

- Registration form for issuing bonds to international markets according to the model attached as Appendix II to this Decree,

- Copy of the Decision of the Shareholders' Meeting/Board of Directors, Board of Members/Company Chairman approving the issuance documentation for international markets.

Article 28. Approval and Acceptance of Bond Issuance Plans for International Markets

1. For joint-stock companies:

a) For convertible bond issuance and bond issuance with warrant attachments, the issuance plan must be approved by the Shareholders' Meeting. Voting to pass the Resolution approving the bond issuance plan is carried out in accordance with the Law on Enterprises.

b) For non-convertible bond issuance without warrant attachments, the competent authority approves the issuance plan in accordance with the Company Charter. If the Company Charter does not provide otherwise, the Board of Directors has the right to approve the issuance plan but must report to the Shareholders' Meeting at the next meeting, the report must include the issuance documentation and related materials.

2. For limited liability companies, the competent authority to approve the issuance plan is the Board of Members or the Company Chairman or the company owner according to the Company Charter.

3. For state-owned enterprises, in addition to the approval authority stipulated in clauses 1 and 2 of this Article, they must comply with the regulations on raising international capital according to the laws on managing and using state capital invested in production and business operations at enterprises and the Enterprise Law.

4. For issuers in regulated industries, in addition to the approval authority for the issuance plan stipulated in clauses 1, 2, and 3 of this Article, the authority to accept the issuance plan is governed by the specialized laws.

Section 2
INFORMATION DISCLOSURE

Article 29. Disclosure of Information Prior to Bond Offering

1. The enterprise shall disclose information in accordance with the regulations of the issuance market and the provisions of this Decree.

3. The Stock Exchange shall accept the content of the pre-offering disclosure of the issuing enterprise in accordance with Clause 1 of this Article for compilation and reporting on the situation of issuing corporate bonds to the international market in accordance with Article 33 of this Decree. The acceptance of the disclosure content by the Stock Exchange does not imply that the Stock Exchange confirms and guarantees the bond issuance round of the enterprise.

2. The Stock Exchange shall accept the content of the disclosure of the results of the bond offering of the enterprise in accordance with Clause 1 of this Article for compilation, and publication of information on the dedicated page on corporate bonds in accordance with Clause 2 of Article 32 of this Decree and reporting on the situation of issuing corporate bonds to the international market in accordance with Article 33 of this Decree.

Article 31. Periodic Disclosure of Information

1. Every six months and annually during the fiscal year until the maturity of the bonds, the issuing enterprise shall send the content of periodic disclosures to the Stock Exchange.

a) Within sixty days from the end of the first half of the fiscal year, the enterprise shall carry out the six-month periodic disclosure.

b) Within ninety days from the end of the fiscal year, the enterprise shall carry out the annual periodic disclosure.

a) The audited or reviewed semi-annual financial report and annual financial report of the issuing enterprise (if applicable); un-audited and un-reviewed semi-annual and annual financial reports must be confirmed by the Shareholders' Meeting, the Board of Directors, the Board of Members, or the Company Chairman regarding the figures. In case the issuing enterprise is a parent company, the semi-annual and annual financial reports shall include consolidated financial statements and the financial statements of the parent company.

b) The situation regarding interest and principal payments on the bonds.

c) Report on the use of funds raised from bond issuance. In case the purpose of using funds changes, the issuing enterprise must specify the change in the purpose of using funds and the reason for the change.

d) Report on abnormal information of the issuing enterprise (if any).

đ) Report on early redemption of bonds, bond swap, conversion of bonds into shares, exercise of warrant rights (if any).

3. The Stock Exchange shall accept the content of periodic disclosures of the issuing enterprise in accordance with Clauses 1 and 2 of this Article for compilation, and publication of information on the dedicated page on corporate bonds in accordance with Clause 2 of Article 32 of this Decree and reporting on the situation of issuing corporate bonds in accordance with Article 33 of this Decree.

Chapter IV
DEDICATED PAGE FOR INFORMATION
AND REPORTING ON CORPORATE BONDS

1. The Stock Exchange shall be responsible for:

a) Compiling information based on the content received from corporate bond issuers to publish information on the corporate bond information website in accordance with Clause 2 of this Article;

b) Establishing and promulgating the Operating Regulations of the corporate bond information website after obtaining approval from the State Securities Commission.

2. The corporate bond information website shall include the following contents:

a) The situation of corporate bond issuance in the domestic market, including: name of the issuing corporation, bond code (if any), issuance date, quantity, face value, maturity date;

b) The situation of corporate bond issuance in the international market, including: name of the issuing corporation, issuance date, quantity, face value, maturity date, issuance market;

c) The situation of converting corporate bonds into shares, exercising warrant rights, repurchasing corporate bonds before maturity, and exchanging corporate bonds (if any);

d) Other information agreed upon between the Stock Exchange and the issuing corporation to provide to the recipients of information according to the Operating Regulations of the corporate bond information website of the Stock Exchange.

3. Investors and corporate bond issuers may access the corporate bond information website to obtain information about the situation of corporate bond issuance in accordance with the Operating Regulations of the corporate bond information website issued by the Stock Exchange.

1. Organizations advising on bond offering documents shall implement a quarterly and annual reporting system to the State Securities Commission regarding the situation of advising on corporate bond offering documents.

2. Tendering organizations, guarantors, underwriters, and registration and custody organizations of corporate bonds shall implement a quarterly and annual reporting system to the Stock Exchange regarding the situation of providing services so that the Stock Exchange can compile reports in accordance with Clause 3 of this Article.

3. Reporting System of the Stock Exchange

a) The Stock Exchange shall implement a quarterly and annual reporting system to the State Securities Commission and the Ministry of Finance regarding the situation of corporate bond offerings and trading, including offerings in the domestic market and offerings in the international market.

b) In addition to the regular reporting system stipulated in Point a of this Clause, the Stock Exchange shall report promptly to the State Securities Commission and the Ministry of Finance as required by the supervisory authority.

4. The Ministry of Finance shall guide the reporting systems of organizations advising on bond offering documents, tendering organizations, guarantors, underwriters, registration and custody organizations, and the Stock Exchange as stipulated in Clauses 1, 2, and 3 of this Article.

Chapter V
MANAGEMENT, SUPERVISION AND RESPONSIBILITY OF THE
RELATED AUTHORITIES AND ORGANIZATIONS

1. Comply with the provisions of this Decree regarding the issuance of bond offerings.

2. Manage and use capital from bond issuance in accordance with the approved bond issuance plan by the competent authority and in accordance with the law.

4. Bear legal responsibility for the accuracy, truthfulness, and completeness of the bond offering documents and information disclosed; implement financial management, accounting statistics, and auditing systems as prescribed by law.

5. Enterprises issuing bonds that fail to comply with the provisions of this Decree will be subject to administrative penalties or criminal liability depending on the nature and severity of the violation. Administrative penalties shall be carried out according to the regulations on administrative penalties in the securities and securities market sector and relevant laws.

1. Comply with the provisions of securities law and this Decree when providing advisory services for bond offering documents.

2. Implement reporting requirements as stipulated in this Decree.

3. Be subject to management and supervision by the State Securities Commission in accordance with securities law and this Decree. In case of violating the law while providing services, they will be subject to administrative penalties according to the regulations on administrative penalties in the securities and securities market sector.

1. Comply with the provisions of securities law and this Decree when providing services, implementing bond registration, custody, and transfer of bond ownership as prescribed in Clause 1, Article 8 and Article 16 of this Decree.

2. Implement reporting requirements as stipulated in this Decree.

3. In case of violating the law while providing services, they will be subject to administrative penalties according to the regulations on administrative penalties in the securities and securities market sector.

1. Comply with the law when providing auction, guarantee, and issuance agency services.

2. Fulfill the service provision contract signed with the issuing enterprise and the bond purchaser investor strictly.

3. Implement reporting requirements as stipulated in this Decree.

4. In case of violating the law while providing services, they will be subject to administrative penalties according to the regulations on administrative penalties in the securities and securities market sector.

1. Aggregate information on corporate bond issuance situations to disclose information on the dedicated corporate bond information website, implement reporting requirements as stipulated in this Decree.

2. Organize and supervise individual corporate bond trading at the Stock Exchange as prescribed in this Decree and guidelines issued by the Ministry of Finance.

1. Provide opinions on the issuance of individual convertible bonds and individual warrant-linked bonds by public companies, securities companies, and investment fund management companies in the domestic market; provide opinions on the issuance of bonds by public companies, securities companies, and investment fund management companies to the international market in accordance with this Decree and relevant securities laws.

2. Manage and supervise securities companies in providing advisory services for bond issuance documents; monitor stock exchanges in implementing information disclosure, reporting systems, and trading of corporate bonds in accordance with securities laws and this Decree.

3. Based on the supervision conducted by the stock exchange under Clause 2 and Clause 3 of Article 38 of this Decree, receive and handle violations in individual corporate bond issuance and trading activities in the domestic market in accordance with this Decree and relevant securities laws.

4. Approve the operational rules of the specialized information website for corporate bonds and the rules for receiving and supervising the implementation of information disclosure, reporting, and trading of corporate bonds at the stock exchange in accordance with this Decree.

Article 40. Responsibilities of the State Bank of Vietnam

1. Guide the issuance of bonds by credit institutions and the purchase and sale of corporate bonds by credit institutions.

3. Coordinate with the Ministry of Finance (State Securities Commission) in inspecting and supervising credit institutions providing auction services and acting as agents for issuing bonds in accordance with this Decree and relevant laws.

4. Implement state management over foreign exchange and external borrowing and repayment of enterprises not guaranteed by the Government for those issuing bonds to the international market.

1. The Board of Directors, Shareholders' Meeting, Board of Members, Chairman of the Company, and Company Owner shall be responsible for:

a) Approving and agreeing to the bond issuance plan in accordance with the company's articles of association, this Decree, and relevant business laws.

b) Supervising the raising, use of funds from bond issuance, and payment of interest and principal on bonds in accordance with this Decree and the company's articles of association.

2. The agency representing the owner shall be responsible for approving the bond issuance plan of state-owned enterprises and managing and supervising the raising and use of funds from bond issuance of state-owned enterprises in accordance with laws on the management and use of state capital invested in production and business operations of enterprises.

3. The Ministry of Planning and Investment and the business registration authority shall cooperate and provide information about the content of enterprise registration, legal status, and financial reports retained in the National Enterprise Registration Database when requested by the Ministry of Finance.

1. Take the lead and coordinate with relevant agencies to guide the disclosure of information and organize the market for trading individual corporate bonds for professional securities investors in accordance with this Decree.

2. Summarize and evaluate the operation of the corporate bond market in accordance with this Decree to propose the Government to issue or amend policies.

Chapter VI
IMPLEMENTING PROVISIONS

Article 43. Effective Date

1. This Decree takes effect from January 1, 2021.

2. This Decree replaces Government Decree No. 163/2018/NĐ-CP dated December 4, 2018, on corporate bond issuance and Government Decree No. 81/2020/NĐ-CP dated July 9, 2020, amending and supplementing certain provisions of Government Decree No. 163/2018/NĐ-CP dated December 4, 2018, on corporate bond issuance.

Article 44. Transitional Provisions

1. Provisions of this Decree concerning the Vietnam Securities Depository Center shall be implemented by the Vietnam Securities Depository until the Vietnam Central Depository and Clearing Corporation officially operates in accordance with the Securities Law No. 54/2019/QH14.

2. For corporate bonds issued before this Decree takes effect:

a) Continue to implement in accordance with Government Decree No. 163/2018/NĐ-CP dated December 4, 2018, on corporate bond issuance and Government Decree No. 81/2020/NĐ-CP dated July 9, 2020, amending and supplementing certain provisions of Government Decree No. 163/2018/NĐ-CP dated December 4, 2018, on corporate bond issuance until the bonds mature, except for periodic reporting and information disclosure requirements as stipulated in point b of this clause.

b) Periodic reporting and information disclosure shall be implemented in accordance with this Decree until the bonds mature.

c) Enterprises may not change the conditions and terms of the bonds in the approved bond issuance plan.

Article 45. Responsibility for Implementation

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial and municipal People's Committees directly under the central government; Shareholders' Meetings, Boards of Directors, Boards of Members, Chairmen of Companies, General Managers, and Directors of enterprises issuing bonds are responsible for enforcing this Decree./.

Appendix I
MODEL OF APPLICATION FOR BOND ISSUANCE ANNOUNCEMENT
INDIVIDUAL CONVERTIBLE BONDS / INDIVIDUAL WARRANT-LINKED BONDS IN THE DOMESTIC MARKET OF PUBLIC COMPANIES, SECURITIES COMPANIES, AND INVESTMENT FUND MANAGEMENT COMPANIES
APPLICATION FOR BOND ISSUANCE ANNOUNCEMENT

INDIVIDUAL CONVERTIBLE BONDS / INDIVIDUAL WARRANT-LINKED BONDS
IN THE DOMESTIC MARKET
Bonds: ... (bond code)

Respectfully submitted to: State Securities Commission.

I. INTRODUCTION TO THE ORGANIZATION APPLYING FOR BOND ISSUANCE

1. Name of the organization applying for issuance (

3. Telephone: ... Fax: ...1. Inspection regime): …………………………………………………………...

3. Legal representative's name: …

4. Registered Capital: ...

5. Stock Code (

6. Place where settlement account is opened: ... Account Number: ...if there is): ………………………………………………………………………………..

6. Place of opening the payment account: … Account number: …

7. Business activities of the enterprise:

- Certificate of Enterprise Registration with code number ... issued by the Department of Planning and Investment ... on ..., amended for the ... time on ...(state information from the most recent amendment)

- Main business lines: ... Industry code: ...

- Main products/services: ...

- Registered capital: ...

8. The enterprise issuing within a business sector subject to conditions as prescribed by specialized laws requiring approval from competent state management agencies for issuance: ... (yes/no).

II. FORM OF ISSUE: PRIVATE PLACEMENT

III. PURPOSE OF ISSUE: …………………………………………………………………………

IV. INFORMATION ON REGISTERED BONDS FOR PRIVATE PLACEMENT

1. Bond name: ...

2. Type of bond: ...

3. Face value of bond: ... VND/bond.

4. Number of bonds registered for private placement: ... bonds.

5. Total face value of bonds registered for private placement (according to face value): ... VND.

6. Ratio of total face value of bonds to the total face value of outstanding shares: ...%.

7. Issue price: ... VND/bond.

8. Interest rate: ...%/year.

9. Bond term: ...

10. Interest payment period: ...

11. Bond repurchase terms, early bond repurchase terms - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: ……………………..

12. Terms related to bond conversion (in case of convertible bond issuance):

- Conversion period: ...

- Conversion ratio or method to determine conversion ratio: ...

- Plan to ensure foreign ownership ratio: ...

- Other terms - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: …………………..…………………………………………………

13. Terms related to attached warrant (in case of bond issuance with attached warrant):

- Exercise period: ...

- Exercise ratio: ...

- Exercise price of stock and exercise principle: ...

- Plan to ensure foreign ownership ratio: ...

- Other terms - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: ……………………………………………………………………..

14. Information related to secured bonds (in case of secured bond issuance):

- Secured form: ...

- Secured bond value: ...

- Secured by payment guarantee (in case of payment secured by guarantee):

+ Name of payment guarantor organization: ...

+ Guarantee amount: ...

- Secured by assets (in case of payment secured by assets):

+ Secured asset: ...

+ Secured asset value: ...

+ Secured asset owner: ...

+ Organization receiving secured asset: ...

- Bondholder representative - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: ……………………………………………………….

15. Priority order for bond repayment: ...

16. Information on currently outstanding bonds issued by the issuer

- Total value of currently outstanding bonds issued by the issuer: ... VND, including:

+ Total value of publicly offered bonds: ... VND.

+ Total value of privately placed bonds: ... VND.

- Total value of bonds raised in the 12 months prior to the registration date for this offering: ... VND, including:

+ Total value of publicly offered bonds: ... VND.

+ Total value of privately placed bonds: ... VND.

17. Ratio of additional bond issue value to current bond value: ...%.

18. Expected issuance period: ...

19. Distribution method: ...

V. USE OF FUNDS FROM THE ISSUE

(State the use of funds, progress of using funds obtained from the issue and corresponding capital sources (if any))

VI. ISSUANCE TARGETS

1. Criteria for selecting issuance targets: ...

2. Proposed list (attached): ...

Recipient

3. Relationship between issuance targets and the issuer, members of the Board of Directors, Supervisory Board, and Management Board (if applicable):

VII. RELATED PARTIES

1. Tendering, guarantee, and selling agent organizations: ...

2. Issuance documentation advisory organizations: ...

3. Bond registration and custody organizations: ...

4. Auditing organizations: ...

5. Other related parties (if applicable): ……………………………………………………………………..

VIII. COMMITMENTS OF THE ISSUING ENTERPRISE

1. We hereby guarantee that the information in the documentation is complete and true, not false or incomplete information that could cause investors purchasing bonds to suffer losses.

2. We commit:

- Investors participating in the private placement of convertible bonds or warrants must meet the conditions stipulated in Clause 1, Point b, Article 31 of the Securities Law and/or this Decree and bear legal responsibility for selecting investors to participate in the issue.

- To thoroughly study and strictly comply with all securities and securities market laws.

- To select banks or foreign bank branches to open escrow accounts that are not related to the issuer.

- To use the raised funds for their intended purposes.

- The issuance will not lead to violations of the cross-shareholding provisions of the Enterprise Law.

- To accept all forms of handling if there are breaches of the above commitments.

IX. ATTACHED DOCUMENTS

1. Certificate of Enterprise Registration;

2. Decision of the Shareholders' Meeting approving the issuance plan and the use of funds raised from the issue;

3. Confirmation letter from the bank or foreign bank branch regarding the opening of the escrow account;

4. Documents providing information about the issue to investors - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).;

5. Documents on the use of funds raised from the issue (if applicable);

6. ………….

 

 

ANNEX II

APPLICATION FOR REGISTRATION OF BOND ISSUANCE TO INTERNATIONAL MARKETS BY JOINT-STOCK COMPANIES, SECURITIES COMPANIES, AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES
(Attached to Decree No. 153/2020/ND-CP dated December 31, 2020 of the Government)

 

APPLICATION FOR REGISTRATION OF BOND ISSUANCE TO INTERNATIONAL MARKETS

I. INTRODUCTION TO THE ORGANIZATION APPLYING FOR BOND ISSUANCE

I. INTRODUCTION OF THE ISSUING ENTERPRISE

1. Name of the issuing enterprise (1. Inspection regime): …………………………………………………………...

3. Legal representative's name: …

3. Telephone: …Fax: …Website: …

4. Registered capital: …VND

6. Place where settlement account is opened: ... Account Number: ...if there is): ………………………………………………………………………………..

6. Place of opening the payment account: … Account number: …

7. Certificate of Enterprise Registration with code number ... issued by the Department of Planning and Investment ... on ..., amended for the ... time on ...(state information from the most recent amendment)

- Main business lines: ... Industry code: ...

- Main products/services: ...

8. License for establishment and operation (if required by specialized laws): ……………………

9. The issuing enterprise operates in a business sector subject to conditions as prescribed by specialized laws requiring approval from competent state management agencies for issuance: … (yes/no).

II. PURPOSE OF ISSUE: …

III. INFORMATION ON REGISTERED BONDS FOR PUBLIC OFFERING

1. Bond name: ...

2. Type of bond: ...

3. Face value of bond: ... VND/bond.

4. Number of bonds registered for private placement: ... bonds.

5. Total face value of bonds registered for private placement (according to face value): ... VND.

6. Ratio of total face value of bonds to the total face value of outstanding shares: ...%.

7. Issue price: ... VND/bond.

8. Interest rate: ...%/year.

9. Bond term: ...

10. Interest payment period: ...

11. Bond repurchase terms, early bond repurchase terms - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: ……………………..

12. Terms related to bond conversion (in case of convertible bond issuance):

- Conversion period: ...

- Conversion ratio or method to determine conversion ratio: ...

- Plan to ensure foreign ownership ratio: ...

- Other terms - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: …………………..…………………………………………………

13. Terms related to attached warrant (in case of bond issuance with attached warrant):

- Exercise period: ...

- Exercise ratio: ...

- The issue price of the shares to be exercised from warrant rights and the principle for calculating the share exercise price: ...

- Plan to ensure foreign ownership ratio: ...

- Other terms - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).: ……………………………………………………………………..

14. Information related to secured bonds (in case of secured bond issuance):

- Secured form: ...

- Secured bond value: ...

- Secured by payment guarantee (in case of payment secured by guarantee):

+ Name of payment guarantor organization: ...

+ Guarantee amount: ...

- Secured by assets (in case of payment secured by assets):

+ Secured asset: ...

+ Secured asset value: ...

+ Secured asset owner: ...

+ Organization receiving secured asset: ...

15. Priority order for bond repayment: ...

16. Information on currently outstanding bonds issued by the issuer

- Total value of currently outstanding bonds issued by the issuer: ... VND, including:

+ Total value of publicly offered bonds: ... VND.

+ Total value of privately placed bonds: ... VND.

- Total value of bonds raised in the 12 months prior to the registration date for this offering: ... VND, including:

+ Total value of publicly offered bonds: ... VND.

+ Total value of privately placed bonds: ... VND.

17. Ratio of additional bond issue value to current bond value: ...%.

18. Expected issuance period: ...

19. Distribution method: ...

20. Issuance market: ...

IV. CAPITAL USE PLAN

(State the capital use plan, progress of using the capital raised from the offering, and other corresponding capital sources (if any))

V. RELATED PARTIES

1. Guarantee organization (if applicable): …………………………………………………………

2. Consulting organization: ...

3. Auditing organization: ...

4. Other related parties (if applicable): ……………………………………………………………………..

VI. COMMITMENTS OF THE ISSUING ORGANIZATION

1. We hereby ensure that the information in the application is complete and true, not misleading or incomplete information that could cause damage to potential buyers.

2. We commit:

- To thoroughly study and strictly comply with all securities and securities market laws.

- There will be no formal announcement about the issuance of securities on mass media before obtaining approval from the State Securities Commission.

- Proper use of the raised capital for its intended purpose.

- To accept all forms of handling if there are breaches of the above commitments.

VII. ATTACHED DOCUMENTS

1. Decision of the competent authority approving the issuance plan;

2. Confirmation letter from the bank regarding the establishment of the escrow account;

3. ………….

 

 

ANNEX III

MODEL REPORT ON THE RESULTS OF DOMESTIC MARKET BOND ISSUANCE BY JOINT STOCK COMPANIES, SECURITIES COMPANIES, AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES
(Attached to Decree No. 153/2020/ND-CP dated December 31, 2020 of the Government)

 

REPORT ON THE RESULTS OF DOMESTIC MARKET BOND ISSUANCE

Bonds: … (bond code)

I. INTRODUCTION TO THE ORGANIZATION APPLYING FOR BOND ISSUANCE

I. INTRODUCTION OF THE ISSUING ENTERPRISE

1. Name of the issuing enterprise (full name): ……………………………………………………………

3. Legal representative's name: …

3. Telephone: …Fax: …Website: …

4. Registered capital: …VND.

5. Stock code (if applicable): ……………………………………………………………………………….

6. Place of opening the payment account: … Account number: …

7. Business registration certificate number …issued by the Department of Planning and Investment …on …, amended …time(s) on …(state information from the most recent amendment).

- Main business: …Industry code: …

- Main products/services: ...

8. License for establishment and operation (if required by specialized laws): ………………………………………………………………………

II. BONDS FOR INDIVIDUAL PUBLIC OFFERING

1. Bond name: ...

2. Type of bond: ...

3. Number of bonds registered for public offering: …bonds

4. Par value of the bond: …VND

5. Expected selling price: …VND/bond

6. Bond term: …years

7. Interest rate: …per annum.

8. Interest payment period: …

9. Restriction period for transfer: …

10. Terms related to bond conversion (in case of convertible bond issuance):

- Conditions: …

- Conversion period: ...

- Conversion ratio and calculation method: …

- Other terms (if applicable): ……………….……………………………………………………..

11. Terms of accompanying warrant rights (in case of bond issuance with attached warrant rights):

- Exercise period: …

- Exercise ratio: ...

- Issue price of shares: …

12. Issuance date: …

13. Start date of the offering period: …

14. End date of the offering period: …

15. Subscription period: from …to …

16. Payment date for bond purchase: …

17. End date for bond transfer: …

III. RESULTS OF BOND ISSUANCE WITH WARRANT RIGHTS/INDIVIDUAL BOND ISSUANCE WITH WARRANT RIGHTS

1. Total number of bonds distributed: …, representing …% of the total number of bonds permitted for issuance.

2. Total amount of money received from bond sales: …VND (with confirmation from the bank where the escrow account for receiving bond purchase payments is opened attached).

3. Total expenses: …VND.

- Underwriting fees: …

- Bond distribution fees: …

- Audit fees: …

- Other expenses - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land). …………………………………..……………………………………………….

4. Net proceeds from the offering: …VND

IV. LIST OF INVESTORS PARTICIPATING IN THE PURCHASE OF BONDS WITH WARRANT RIGHTS/INDIVIDUAL BONDS WITH WARRANT RIGHTS

(Specify the reasons for changes in investors participating in bond purchases if the list of participating investors differs from the list registered with the State Securities Commission)

V. CAPITAL STRUCTURE OF THE ISSUING ORGANIZATION AFTER THE OFFERING

Unit: 1,000 VND

In which the total value of foreign-held bonds after the offering: …thousand VND, accounting for: …% of the total outstanding bond value.

VI. ATTACHED DOCUMENTS

1. Confirmation from the bank where the escrow account is opened regarding the amount of money received from the offering;

2. Board resolution on bond distribution (if applicable);

3. ……………

 

 

ANNEX IV

MODEL REPORT ON THE RESULTS OF INTERNATIONAL MARKET BOND ISSUANCE BY JOINT STOCK COMPANIES, SECURITIES COMPANIES, AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES
(Attached to Decree No. 153/2020/ND-CP dated December 31, 2020 of the Government)

 

REPORT ON THE RESULTS OF INTERNATIONAL MARKET BOND ISSUANCE

I. INTRODUCTION TO THE ORGANIZATION APPLYING FOR BOND ISSUANCE

I. INTRODUCTION OF THE ISSUING ENTERPRISE

1. Name of the issuing enterprise (full name): ……………………………………………………………

3. Legal representative's name: …

3. Telephone: …Fax: …Website: …

4. Registered capital: …VND.

5. Stock code (if applicable): ……………………………………………………………………………….

6. Place of opening the payment account: … Account number: …

7. Business registration certificate number …issued by the Department of Planning and Investment …on …, amended …time(s) on …(state information from the most recent amendment).

- Main business: …Industry code: …

- Main products/services: ...

8. License for establishment and operation (if required by specialized laws): ………………………………………………………………………………………………………….

II. EXPECTED BONDS TO BE ISSUED

1. Bond name: ...

2. Type of bond: ...

3. Number of bonds registered for public offering: …bonds

4. Par value of the bond: …VND

5. Expected selling price: …VND/bond

6. Bond term: …years

7. Interest rate: …per annum.

8. Interest payment period: …

9. Issuance market: ...

10. Purpose of issuance: ...

11. Date of completion of funds collection for bond purchase: ...

12. Expected trading date: ...

III. RESULTS OF BOND ISSUANCE

1. Number of bonds distributed: …

2. Issue price: …

IV. ATTACHED DOCUMENTS (if any)